NEW YORK, Nov. 21, 2013 /PRNewswire/ -- Tripp Levy PLLC, a leading securities and shareholder rights law firm that represents shareholders nationwide, announces that it is investigating the acquisition of Summit Financial Services Group, Inc. (OTC: SFNS). On November 16, 2013, Summit entered into an agreement and plan of merger with RCS Capital Corporation ("RCS").
The Merger Agreement provides that each share of common stock of Summit will be converted into the right to receive (a) $1.2578, plus cash contributed by Summit, and (b) one non-transferable contingent value right (a "CVR") to be issued by RCS pursuant to a CVR agreement to be entered into at the closing. The total consideration payable by RCS in the Merger (not including cash to be contributed by Summit) is $49.0 million, at least $9.8 million of which will be payable in RCS Class A common stock.
Each CVR represents, generally, the right to receive the pro rata portion of: a $4.5 million holdback remaining after deducting amounts, if any, owing to RCS if Summit does not meet certain revenue and EBITDA targets for 2013, and an additional $0.5 million holdback remaining after deducting any amounts owing to the relevant tax authorities with respect to certain taxes, if any, payable by Summit for its tax years prior to the closing; plus or minus the amount by which Summit's "normalized net capital" is greater or smaller than "target net capital" of $4.0 million.
The investigation concerns whether the senior management and board of directors of Summit breached their fiduciary duties to shareholders by not engaging in a full and fair process to insure shareholders received the maximum value for their shares, while, at the same time, seeking to benefit themselves for their own self-interests. Indeed, the multiples of this deal are but a fraction as compared to recent comparable transactions in the industry.
If you are a shareholder of Summit and would like additional information regarding this matter, at no cost or expense, please contact us at:
Tripp Levy PLLC is a leading securities and shareholder rights law firm that has extensive experience in mergers and takeovers, and has assisted in the recovery of millions of dollars for shareholders around the globe. Attorney advertising. Prior results do not indicate a similar outcome.
SOURCE Tripp Levy PLLC